UPDATE: The UAW Will Bargain For The ~4,300 Workers, At The Tenn. Volkswagen USA Plant -- In Chattanooga!

The Detroit Free Press has called it -- VW lost the vote in Chattanooga.

Yep. VW is unionized, in Tennessee. This is. . . exceedingly good news. And an "idea, whose time has come. . . ." AGAIN.

The lesson? Multinational companies may only treat workers as disposable for so long. Then, the tide changes. It has changed tonight, in America -- not just for this year, and this plant -- but for workers, everywhere, and perhaps for decades yet to come. From NPR, then -- a bit, from earlier tonight:

. . .Some 4,300 hourly workers were eligible to vote this week. The union needs a simple majority of votes cast to win the election. Just about 20 minutes into the counting, the UAW had received 73% of the first 1,000 votes. . . .

All eyes are on the vote, especially because previous attempts by the UAW to unionize the same Chattanooga plant in 2014 and 2019 ended in defeat. Similar efforts at several other auto manufacturing plants in the South have also failed over the years. . . .

[And from the Detroit Free Press:] “By having Ford, GM and Stellantis, after the ratification of the new contracts, immediately go to their stockholders and say, ‘It’s no big deal, we can still be very profitable,’ meant Chattanooga workers didn’t have to listen to the Republican governors who said that a union will shut them down," Wheaton said. "Ford, GM and Stellantis showed that (a rich contract) does not dramatically damage their bottom line and they can still afford to give stock buybacks, give their CEOs big pay checks, and now the workers can afford to buy groceries. . . .”

Onward, grinning ear to ear. Be excellent to one another!



नमस्ते

A Guess At Q1 2024 Earnings, For Merck -- Next Week: Should Be Strong...

This event next week. . . is unlikely to make a big wave in Merck's NYSE stock price, because the dynamics of pembrolizumab's ever rising revenue penetration are pretty well understood, on Wall Street. So -- in the main, the open variables reside in the op. expense / M&A / cap ex. lines (all controllable by the executive team, quarter to quarter). And even as to those smaller ones that are not, Merck's executives have spent about 75 years fine-tuning quarter to quarter levers, to pull should a wrinkle arise.

So, again -- next Thursday morning is barely likely to be news, at all. And you may bet it will not be a train-wreck (though THAT would be. . . news).

Here's at least one analyst's view -- and I'd expect Rahway to meet, and perhaps slightly exceed. . . these figures:

. . .Merck & Co., Inc. will announce its Q1 2024 earnings next Thursday, April 25. Analysts' consensus opinion is that earnings per share will be about $1.99 on a normalized basis, or $1.87 on a GAAP basis, on revenues of ~$15.2 billion. . . .

Big pharma is generally regarded as a strong sector for investment, with most companies driving wide profit margins -- my calculated average net profit margin of the world's 15 biggest pharma companies is 19% -- paying handsome dividends -- my calculated average dividend yield is ~3.1% -- and delivering solid, S&P-beating share price / trading returns. . . .

Onward -- to a wonderful Spring weekend! Be excellent to one another. . . .

नमस्ते

A Slow Motion... Heart-Break? Seems Likely -- Courtesy Of Our Keen Anon. Commenter! Of Pluto And The Surprising Findings From Nine Years Ago...

I'll have more later, but I wanted to get this one right out (in case union labor law isn't doing it for you, this noon-time!).

There's a very elegant, graceful explanation for how Pluto came to show a vast heart shape -- on its lower surface (as imaged in New Horizon's flyby of 2015). Get this:

. . .Now, researchers believe they've uncovered the origin of this cosmic Valentine. The heart, they report today (April 15) in the journal Nature Astronomy, was formed in a slow-motion, glancing collision with an icy rock wider than [Tennessee] is long.

The researchers determined this scenario by using computer models to simulate the impacts on Pluto's surface and the resulting formations. Pluto's heart, scientifically known as Tombaugh Regio, gets its light coloration from nitrogen ice. Impacts between icy bodies in the far reaches of the solar system aren't like those closer to the sun, said study co-author Erik Asphaug, a professor at the University of Arizona's Lunar and Planetary Laboratory. . . .

Led by Martin Jutzi, a senior researcher at the University of Bern in Switzerland, the team used a simulation method called smoothed particle hydrodynamics to test various angles of collision and sizes of impactors to learn which dynamics would lead to the formation of Sputnik Planitia, the western portion of Pluto's heart. This roughly 800-square-mile (2,000 square kilometers) region sits about 2.5 miles (4 km) lower than its surroundings. . . .

The icy rock that hit Pluto was probably around 454 miles (730 km) in diameter, the study authors said. Because of Pluto's icy core, the impact did not melt and liquefy portions of the planet as might happen in an impact in warmer climes, allowing the impacting body to sink into the planet's core.

Instead, the impactor likely flattened on Pluto's surface. Even now, it may sit just under the smooth nitrogen ice that covers Sputnik Planitia. . . .

We covered it, back then -- mostly whimsically -- but now we know the planetary science origins of such a strikingly beautiful feature: A long-lived, subtle heart-ache -- from a slow motion collision that long ago went. . . awry. Poetic, indeed.

नमस्ते

Labor Matters, On A Friday: Not Since The Late-1940s, Has A Union Won Any Industrial Plant Election, South Of The Mason-Dixon Line...

But it is very likely to happen tonight, around 11 pm EDT -- in Chattanooga, Tennessee. . . the United Auto Workers will have voted to unionize the VW America plant there.

Since we have been following the resurgence of workers' rights -- and the new teeth accorded to NLRB decisions, for about five years here -- largely at Amazon, but also at Starbucks and a few other shops. . . I thought it important to point to the larger narrative: for over three decades, larger employers have been increasingly unfair to their blue collar workforces. With almost no push back, in evidence.

Well. . . that time has now likely ended. The UAW may not be perfect, but it is certain that something was needed -- to counter the highly unequal bargaining power, and bully-tactics, of the German carmaker, in the Volunteer State. Auto-makers (including Tesla, obviously) should take heed: the time of Draconian "workshop rules" is (once again) coming to an end. Here's the latest, from Reuters:

. . .The United Auto Workers is counting on scoring a seismic victory at Volkswagen's Tennessee plant as unionization votes are tallied on Friday - one that opens up the anti-union U.S. South to organized labor.

A win would make the Chattanooga factory the first auto plant in the South to unionize via election since the 1940s and the first foreign-owned auto plant in the South to do so.

[The UAW is presently attempting] to unionize plants owned by more than a dozen automakers across the U.S., including Tesla. . . .

Federal officials from the National Labor Relations Board on Friday evening will start the counting of ballots after three days of voting ends, with results expected around 11 p.m. Eastern Time (0300 GMT).

"Everybody else is watching," said Isaac Meadows, a worker at the VW plant, who said he voted in support of the union. "This is going to change the labor landscape across the country. . . ."

And real wage levels -- ones upon which a normal American family might actually afford health care, and a modest home. . . shall return, in the process. Or so I am hoping. Onward, into the sunshine!

नमस्ते

A Denoument, Of Sorts -- On Martin Shkreli's Lifetime Ban From Pharma...

Over the course of the evening, there were some small developments, last night -- in the old Martin Shkreli lifetime civil antitrust banning matter.

Martin has "retained" new counsel, apparently for the last ditch appeal of the FTC pharma industry banning decree. That new counsel has asked for a month's continuance -- to prepare a petition for cert. (and familiarize himself with the underlying issues).

You'll recall that I earlier said the "shot-clock" would otherwise run out, on Monday -- if he didn't get a reprieve. So the Supremes will (by rule) allow Martin until May 22, 2024, now -- to make a case that this is all so exceptional (or represents a deep conflict between various federal courts' holdings)... that the highest court should hear his plea.

My prediction? He will be bounced, within 20 elapsed days of his filing.

There is simply no novel, or weighty issue here to resolve.

And the fact that his new counsel is a solo guy with a P.O. Box only, and a *.GWU.edu email address suggests this is a "bro bono"(!) cert. attempt, or one on a contingent fee -- at least.

We shall see. [Maybe I should mention that this new guy also filed an amicus brief in the Second Cir. in Martin's failed appeal -- where his 501(c) amicus-client mostly promotes latter day Kevin Sorbo movies, on would be hard right X-tian themes.]

The point being. . . this is truly a "moon shot" type filing. It will come up short, Condor confidently predicts.

Onward, smiling.

नमस्ते

Getting Vaccines -- On A "Millions Of Doses Scale", Into Vials, Flawlessly... Is A Daunting Engineering Challenge: Gardasil® Manufacturing Contract Delays, For Gavi '24

After running into Gardasil^® supply shortfalls in both 2018 and 2019, Merck made a large capital expense / expansion downstroke in its rural Elkton, Virginia facilities -- to double manufacturing capacity. [We covered that, here, in real time.]

But now Merck may be (in part) a victim of its own marketing successes, in Europe, and the US and Japan -- as even its overall expanded capacity -- between Durham, West Point and Elkton is being sorely tested. More doses are being sold than expected, in high margin geographies.

And so, this morning, we read in the NYT that Rahway will be about 1.2 million doses short, on its 2024 delivery contract with the global non-profit alliance that immunizes young African girls against HPV, which after infection and remaining dormant for years in the human body, may -- later in life -- manifest itself as several forms of cancers.

So the jabs are critical -- and approved for all girls at the age of 12. Being even a year late in getting it (if a girl is sexually active), may mean that we've missed the window. Once you've contracted the HPV virus, obviously, the vaccine is of no real use. So here's to hoping Merck is able to resolve the "manual inspections" snag, and rapidly so. [The company doesn't make any real profit on the Gavi contract -- but makes very high profits on EU, UK and US dosings of the Gardasil vaccine.]

Here's the bit from the NYT:

. . .Nearly 1.5 million teenage girls in some of the world’s poorest countries will miss the chance to be protected from cervical cancer because the drugmaker Merck has said it will not be able to deliver millions of promised doses of the HPV vaccine this year.

Merck has notified Gavi, the international organization that helps low- and middle-income countries deliver lifesaving immunizations, and UNICEF, which procures the vaccines, that it will deliver only 18.8 million of the 29.6 million doses it was contracted to deliver in 2024, Gavi said. . . .

Patrick Ryan, a spokesman for Merck, said the company “experienced a manufacturing disruption” that required it to hold and reinspect many doses by hand. He declined to give further details about the cause of the delay. . . .

Perhaps some of the "high margin" inventory in Europe might be temporarily diverted to the African continent, until the glitch is straightened out? Perhaps -- as I suspect Merck has enough on hand to cover its higher profit geographical contract commitments. But I'm just a natural-born cynic, in that way. Onward -- sorta' gray morning here.

नमस्ते

Because Tom Koestler Had Some "History" -- As Chief Science Officer -- At Legacy Schering-Plough (We Covered Here Over 12 Years Ago) -- More Later Breaking Trivia Appears.

No Surprise. USDC Judge Cote Has Properly Ruled Against Akkadian. And In Favor Of Thomas Koestler's Partial Payout, From Receiver, Now (On Former Martin Shkreli Shares).

So, he is finally getting some of his money back -- part of about $6 million Shkreli has owed him, under various arbitrations and federal judgments, since about 2014. It's a little shy of a sixth of what he's owed -- but it is. . . something.

The Akkadian boys. . . are dumped on their collective ears.

More in a minute -- but the opinion ("denied -- the escrow agent's work... is over"), and orders, were just published in Manhattan's federal courthouse, this noontime:

. . .IT IS ORDERED, that the Receiver's application is granted as follows: 1. The Receiver is authorized to distribute the Sale Proceeds as follows:

a. payment of Court approved legal fees through January 31, 2024 from the Receiver's lead counsel Halperin Battaglia Benzija, LLP in the amount of $109,344.22; b. payment of Court approved legal fees to date from the Receiver's tax counsel Richards, Layton & Finger, PA in the amount of $1,972.00;

c. payment of Court approved legal fees to date from the Receiver's Swiss counsel Baker McKenzie Switzerland AG in the amount of $59,328.24;

d. payment of the Receiver's "necessary expenses for the work" performed in connection with the receivership in the amount of $6,970.22;

e. payment to the Judgment [sic -- should be "Creditor"] Debtor [Thomas Koestler] in the amount of $724,885.32; and

f. a commission of five percent (5%) of the $950,000.00 amount he will disburse in accordance with this Order and the Receivership Order [ECF Doc. No. 120 at Paragraph 6], in the amount of $47,500.00.

2. The Receiver is authorized to retain $50,000.00 of the Sale Proceeds and the $50,000.00 received from the Brafman Firm, for a total of $100,000.00, to cover potential future receivership expenses.

3. The Receiver, in both his official and personal capacities, along with his employees, agents, attorneys, or other parties authorized to act on his behalf, shall have no liability whatsoever to Akkadian Stock Partners SA, as well as its members, officers, partners, shareholders, parents, subsidiaries, affiliates, employees, agents, attorney, administrators, successors or assigns, in each case solely in such capacities, regarding any claims, damages, actions, suits, causes of action, rights, liens, demands, obligations and/or liabilities of any kind or nature, in law or equity, known or unknown or hereinafter becoming known, liquidate or unliquidated, contingent or fixed, direct of indirect, arising from the sale of the Phoenixus Shares, the SPA, and the distribution of the Sale Proceeds.

(Signed by Judge Denise L. Cote on 4/17/2024). . . .

Just as we long said. [In fact, the opinion recites almost verbatim what we said the reasoning would turn out to be.]

So Akkadian may appeal -- but it will lose.

And the PDF of the as published USDC opinion makes clear that the electronic text only version order (at sub-e. above), is a typo -- the money goes to Thomas Koestler (from the law firm fiduciary account of the Receiver, Mr. Abbott -- to him) -- not ever back to Martin Shkreli. This is short of $1 million, and Koestler still holds a judgment for nearly six times that.

Hilarious!

Onward.

नमस्ते

Power Alley Trivia On Wednesday: An Auto-Generated Story -- About Merck "Insiders" Selling Stock... Is Devoid Of Any Rational Analysis.

From time to time, I run across "stories" -- likely generated by automated bots, or AI, if one prefers that turn of phrase. As I've previously said, the silliest version of these is likely the class that adds up SEC Form 4s totals for over a year, and declares that "insider executives" have lost confidence in the subject company. Poppycock.

In most cases, the seller(s) turn out to be using shares to pay for their exercise of options, or to pay taxes (i.e., to acquire even MORE shares in Merck -- increase their investment holdings -- not reduce them). Geez.

These auto-bots purport to offer "analysis" of financially important trends. But in truth, they usually get it exactly. . . backwards. As here. The "story" simply obscures a. . . non-event, over the past year out of Rahway.

Here is the specific nonsense, of the morning -- for the sake of a complete record, solely:

. . .Insiders sold Merck shares recently, but they didn't buy any. Despite some insider buying, the longer term picture doesn't make us feel much more positive. While insiders do own a lot of shares in the company (which is good), our analysis of their transactions doesn't make us feel confident about the company. In addition to knowing about insider transactions going on, it's beneficial to identify the risks facing Merck. . . .

They "didn't buy any, on the NYSE" is true, insofar as it goes. But it ignores that these "insiders" EARN shares, in restricted grants, and in options, vesting over time -- from the company Treasury, directly -- in return for their service to the company. In sum, day by day, their NET investment in the company's fortunes, and future. . . increases.

Now you know. Onward.

नमस्ते

I Couldn't Make This Up, If I Tried: Update -- Riot's Jason Les Made "Tim Cook-esque" Money In 2023 -- To Burn Tons Of Cash Flow, And Lose $50 Million...

Last week, I mentioned that Merck's Rob Davis made a little over $20 million last year -- joining the top tier of multinational life-science / pharma CEOs -- in the take-home pay stratosphere. There is a fair argument that most of the CEOs at right are worth what they are paid -- I may not agree with it, precisely -- but I understand the argument.

And there is a fair argument that Apple's Tim Cook is worth the lil' over $50 million he made for 2023. His company generates about $110 billion in free cash flow every year, is wildly profitable, sells the best tech on the planet -- and sports a trillion dollar market cap.

Overnight, tiny Riot Platforms -- a money burning Bitcoin miner in dusty West Texas -- finally disclosed its CEO's all in 2023 pay (see table, far lower right, on page 60 of the just filed SEC proxy). CEO Jason Les makes just a lil' less than... Tim Cook?! And his board thought it "right" to pay him more than DOUBLE what the wildly profitable and much more complex businesses, with global regulatory footprints pay their literally life-saving CEOs?

I am sorry. There is simply no rational argument to support that. The shareholders of Riot ought to vote "no" -- in their "say on pay" this proxy season. It is in the mail, now from Castle Rock, Colorado. Or it will be soon.

And do keep an eye on Riot's NASDAQ-traded stock, which was over $25 late last year. . . at $7 something today, and likely $4 something after this weekend's "Halvening". How does such a five year con job. . . persist?!

As just one point of comparison, Caitlin Clark -- perhaps the best overall women's college player in a decade (and the best shooter ever seen, in the college ranks). . . is set to make only about $72,000 a year as a WNBA rookie, in salary (she will make more, in endorsements, though) -- while Victor Wembanyama, the men's no. one pick last year in the NBA draft will make $12 million this year (and $55 million over four years -- still below Jason Les's ~$72 million in the last four years).

Whoa -- onward, grinning just the same.

नमस्ते

Down, From $78, Two Weeks Ago -- To Now ~$23.20 On NASDAQ, Tangerine's "Truth" Stock Is A Dead Cat, Dropped From A Skyscraper...

The stock is setting up very nicely, if one wants to allege that Devin Nunes' CEO puffery -- and Tangerine's own material misstatements are actionable as federal securities fraud, that is. But to have a claim, one must buy at least a few shares. That is the bridge too far, for yours truly. This is the same scam he's always run -- sticking his investors with a property that is (after all bills are paid) worth next to nothing. Charming.

But the reason I write, is NOT to note that Devin Nunes now claims the "DJT symbol" will start streaming live hard right TV over that rickety social network (news that caused an added 8% stock decline just this morning, since that is vast new capital expense needed)... but to note that Trump himself is complaining that he will likely miss his youngest son's graduation, since he is on trial for felonies in New York State.

See at right -- highlighted portion (from his own phone, overnight). He fails to mention that the trial has been delayed repeatedly by his own specious tactics, with his counsel -- claiming all manner of nonsense about not being subject to ordinary rules of criminal procedure. This caused the trial date to be delayed until. . . now. So he chose this course. He must deal with its consequences.

He's been allowed to fully explore his nutty legal theories, but once an indictment for multiple felonies has been handed down, at some point the people of the State of New York ALSO have a right to see. . . justice done. If he is acquitted -- fine. But if he isn't. . . he is like all other criminal defendants, now. The State has a strong interest in a speedy trial -- and incarceration, if that is where the jury lands.

So it is more than a lil' preposterous that he thinks a felony trial should take a back seat to his social commitments. He can fete his son on any weekend when the court is closed. Yes, being an indicted potential felon is . . . inconvenient, dotard. "Don't do the crime. . . if you can't. . ." well, we all know the rest.

Onward, grinning.

नमस्ते

Courtesy CIDRAP, We Learn That Soligenix (NJ) Won FDA "Orphan Drug" Designation, For Its Novel Ebola Vaccine Candidate, Active Against Sudan Variant...

To be certain, the war is being won, month by month, in terms of efforts to mitigate additional Ebola virus outbreaks in Sub-Saharan Africa. The education of the public, coupled to rigorous safe burial practices, when a case is suspected, have done wonders. That, and using ring vaccine strategies -- as to all contacts of contacts, in an affected community. The outbreaks now rarely exceed 20 cases, and often with fewer than five fatalities. [Today's good news comes courtesy of the arm of the University of Minnesota's Med School's CIDRAP website.]

But all of that vaccine strategy only works for outbreaks of the older, Zaire variant. One of the most recent outbreaks (in September of 2022) was of the Sudan variant, and was thus cause for grave concern -- even when the careful public health efforts are able to arrest the spread. [In fact, the Sudan variant vaccine candidate has not been widely tested in the field yet, due to the rapid shutdown of transmission through public health outreach efforts.] Here is just one of our prior backgrounders, on the Sudan variant -- but it remains an open and gaping hole, in the defense net, for ring vaccinations, should another outbreak occur (and it is a near biological certainty there will be another).

So, it is wise that FDA will provide the New Jersey pharmaco with the streamlining review of an orphan drug designation. Orphan drug status also allows for greater overhead absorbing pricing, but is not designed for sponsors to recuperate all the costs of drug development. Rather, it confers a seven year exclusivity period (regardless of patent status), as a cost reduction and regulatory streamlining mechanism.

The FDA can, and occasionally does revoke orphan drug designation, if the side effect profile becomes too daunting, in aftermarket monitoring, or if initial estimates for efficacy turn out to be materially incorrect. But in this case, that would seem unlikely. So here's the latest:

. . .Soligenix, a biopharmaceutical company based in New Jersey, recently announced that the US Food and Drug Administration (FDA) has granted orphan drug designation to the active ingredient in SuVax, its subunit protein recombinant vaccine as prevention and postexposure prophylaxis against Ebola Sudan, for which no vaccines or treatments currently exist.

Ebola Sudan is the second most common cause of human Ebola infections. In 2022, Uganda experienced an Ebola Sudan outbreak that resulted in 164 cases, 55 of them fatal. Earlier this year, the company reported that a bivalent (two-strain) version of the vaccine in a nonhuman primate trial provided complete protection against Ebola Sudan and Marburg viruses. . . .

Now you know -- and this development caused Soligenix's stock to pop (more than double) on the NASDAQ, from $0.38 a share on Friday, to $0.83 per share by 10:00 am Eastern this morning -- though it has since retrenched a bit, this afternoon.

Onward, to a sunny Tuesday -- with Tangerine falling asleep at his own felony hush money trial in Manhattan. Charming. But grinning -- just the same.

नमस्ते

BREAKING -- NASA Administrator Says "$11 Billion To Retrieve Samples From Mars Is... Just Too Much": Live, Now

The teleconference is live now.

NASA Administrator Bill Nelson is saying that we won't cannibalize other missions, for the return of samples. But the mission cost has doubled in the decade since launch of the rovers. And waiting for humans on Mars (circa 2040) is entirely too long to wait.

So, a request for proposals from private industry partners (cough! Musk / Space X) will be concluded by this Fall -- and the guideline will be "at or under" $5 billion, to return at least some of the samples (but perhaps not all 36 of them), by mid 2030. Now you know.



नमस्ते

Some Apparent Humana Wrangling -- On Whether It Will Fully Pay Plaintiffs' Class Counsel, For The Settled Zetia® Antitrust Class Action In Virginia...

An earlier order in the Norfolk, Virginia USDC had set five per cent of all settled amounts aside, for the benefit of the lawyers who've been working for nearly a decade now, on this massive multi-district federal class action litigation.

But at the end of last week, apparently Humana, Kaiser and Centene -- through their local counsels -- made some noises that their respective received settlement payments might not include a specific amount set aside for the class plaintiffs' steering counsels. And so those lawyers have asked the able USDC Judge to appoint a bank as escrow agent, and have Merck and Glenmark pay the five percent -- as the checks are cut, or wires transferred. . . directly into the bank escrow account for these long-laboring lawyers.

This is all so that the big insurers won't be able to short them on the decade's worth of fees and expenses -- that got us to this multi-billion dollar settlement. [Here is just one of our earlier backgrounders, on the class action -- more generally.] And from the memo requesting the appointment of a protective escrow agent, of April 11, 2024 -- we read this:

. . .Specifically, CBF plaintiff Humana, whose counsel also represent CBF plaintiffs Kaiser and Centene, filed in its home court a “background and current posture” letter in which it claimed that the “continuing applicability of [this Court’s Common Benefit Order] is uncertain”, while ignoring that the Common Benefit Order expressly retained this Court’s jurisdiction, for enforcement purposes, “over each CBF Case regardless of whether the case is subsequently transferred or remanded to a different court for later proceedings or trial. . . .”

Given the risks posed by this CBF plaintiff’s claim, the Court should immediately enter the proposed Escrow Agent Order to clearly establish Defendants’ reporting, holdback, and deposit duties and thereby immediately minimize the risk of loss and possible defiance of the Court’s Common Benefit Order. . . .

I think the lawyers' five percent totals nearly $90 million, as the various buckets of claims look to have settled for an aggregate of over $2 billion -- running from about 2008 to 2023. And so, I would expect that the escrow order will be entered, and the insurers will not be able to pull an end run around class counsel -- if that was even ever their intention.

If it is not their intent, then they should not complain about the escrow -- and if it is, then the escrow is likely needed. Onward, smiling -- with a busy, warm, museums-infused Spring week ahead.

नमस्ते

This Is A Life... To Emulate: Dr. Joel Breman -- Travel Well; Travel Light!

His daughter remembers his motto, during her high school years: "Adventure first, safety a close second." recalls Johanna Tzur. She says her father encouraged her to do a high school year abroad in the Soviet Union at a time when few Americans traveled there. It would be interesting, he promised. And one more thing, says Tzur: "I remember him vividly explaining I was never to eat anything that couldn't be peeled."

In the year before his death, Breman was still teaching a course on infectious diseases at George Washington University and working on a textbook as well as a memoir. Here's the NPR rundown of a wonderful life, in bio-sciences -- and in fact, in one of his proudest moments, in the 1980s, he won the Order of the Leopard, from the government of Zaire, for his work in mitigating endemic diseases there:

. . .Peter Piot, a fellow disease investigator, remembers the exact date that he met Breman. It was October 18, 1976, and Piot, then a young physician and microbiologist, had come to the city of Kinshasa in central Africa (in current-day Democratic Republic of the Congo) to investigate a terrifying, deadly, nameless new disease. Breman, already 40 years old and with several epidemic investigations under his belt, was there working for what was then called the U.S. Center for Disease Control. . . .

Piot says it was clear that the pilots dropping them and others into the remote epidemic zone never expected to see them alive again.

Once on the ground, Piot watched how Breman did his epidemiology. "He taught me that when you go into a village, you don't just start talking about why you're here," Piot said. Rather, they went early in the morning, talked with the village elders and asked them how they've been. "And then, and only then, you start with your questions."

Born in Chicago and raised in Los Angeles, Breman showed his talents and leadership early on. In high school he was student body president and a football player; in college at UCLA he was president of his fraternity and rowed varsity crew.

Breman graduated from the University of Southern California School of Medicine in 1965 and spent the next 11 years working on various diseases with the CDC and World Health Organization. He would go on to earn a doctorate in public health from the London School of Hygiene and Tropical Medicine. . . .

Piot, Breman and others spent several months on the ground in central Africa. The disease they were investigating turned out to be Ebola, which at the time had a 90 percent death rate.

"It was super stressful," said Piot. The team was sharing mattresses, working day and night, collecting data from people who didn't necessarily want to see them. "But [Breman] remained calm always."

By the end of the trip, Piot says he was bowled over by Breman's equanimity, patience, kindness, respectfulness, and his ability and enthusiasm in telling jokes in both English and French. . . .

A life well lived, indeed -- is its own reward. Travel well, but do travel light Dr. Breman. Smiling out into the sunshine, with baby girls due in for a play date, tonight. . . it is well, with my soul.

नमस्ते

A Look At The $20-Million-A-Year Club, In Pharma CEO Compensation... [Would Include Amazon And Apple, Too]

To be fair, Rob Davis reaching $20 million plus in annual compensation is primarily a function of the rising price of Merck's stock on the NYSE (and that has been very good for all shareholders, when added to the very hefty dividends, paid every quarter, year after year -- since at least the 1950s). You see, at the time these last grants of options and restricted stock were made, Merck was trading between $95 and $103 per share.

Recently Merck's NYSE price was trading between $128 and $134 a share -- up smartly from these latest grant dates. However, Mr. Davis's cash bonus was decreased, as it has probably maxed out -- in its "added carrot" appeal to him, given that he is up over 30%, on his stock compensation. But the board did bump up his salary to run a little ahead of the core inflation rate for the year. [Not that he would be, in any manner, worried about the rising prices of avocados -- in terms of daily brown bag lunch affordability -- mind you.]

All in, while I had complained for years that the con-man "Fast" Fred Hassan was vastly overpaid -- for his uniformly terrible decision-making, at legacy Schering-Plough. . . I generally felt that Kenneth C. Frazier was fairly compensated for the unique skill set he offered Merck.

So too now, Mr. Davis -- he's matured as a leader since his early days at Lilly. That said, he lacks some of the charisma of a Ken Frazier or Roy Vagelos (perhaps the gold standard name in this arena). Here are the details, from Fierce's nice collection of proxy disclosures -- as Saturday filler fodder:

. . .Merck CEO Robert Davis has cracked the $20-million mark in annual pay for the first time, putting him in an exclusive club of biopharma heavy hitters.

Davis, 57, who took over as CEO in 2021 and as chairman the following year, received a 9% bump in pay in 2023 to $20.3 million, according to the company’s proxy filing.

Davis joins Johnson & Johnson’s Joaquin Duato ($28.4 million), Eli Lilly’s David Ricks ($26.6 million), AbbVie’s retiring Richard Gonzalez ($25.7 million), Pfizer’s Albert Bourla ($21.6 million), AstraZeneca's Pascal Soriot ($21.3 million) and Vertex’s Reshma Kewalramani ($20.6 million) in the $20-million-plus club for 2023. . . .

Davis's compensation increase in 2023 came despite a drop in his bonus from $4.1 million to $3.6 million. His equity awards however increased from $11.4 million to $14 million, while his salary was up from $1.54 million to $1.60 million. . . .

Indeed, though -- it is astonishing that the CEOs of these vastly profitable behemoth companies are just now catching up to what the CEO Jason Les pulled down, last year (last available disclosed total: 2022) at tiny Riot Platforms (revenue of under $100 million; never GAAP profitable), for losing over $2 billion life to date -- and (did I say this part already?!) never making a GAAP profit from operations in eight long years.

Riot is a Bitcoin miner -- like all the others, set to get crushed by the "halvening" -- coming end of next week. [Accordingly, it has seen its stock fall from the mid-$20s, to a little over $9 on the NASDAQ, as of Friday.]

That THAT GUY makes over $20 million a year is absolutely. . .

I N S A N E.

नमस्ते

43 Years Ago, This Morning -- NASA's Reusable "Space Shuttle Era" Opened.

I watched it all, on that morning, on the university's student union grill TV -- the grill then called Alfred E. Packer's.

And I knew to a certainty, that space exploration had forever been changed, in that sudden blinking of an eye. A large international space station would be feasible, as would what became the Hubble space telescope, and dozens of other new scientific endeavors, now that we could haul stuff up to orbit, and bring it all back down -- and the crews, with it -- over and over again. Here's the bit:

. . .The First Space Shuttle: NASA astronauts John W. Young, commander, and Robert L. Crippen, pilot, aboard. . . .

The new era in space flight began on April 12, 1981. That is when the first Space Shuttle mission (STS-1) was launched. The Marshall Space Flight Center developed the propulsion system for the Space Shuttle. STS-1 was meant to demonstrate a safe launch into orbit and a safe return of the orbiter and crew, as well as verify the combined performance of the entire shuttle vehicle – orbiter, solid rocket boosters and external tank.

The first space shuttle landed at Edwards Air Force Base in California on April 14, 1981, after having successfully tested its major systems. . . .

It both seems like. . . yesterday, and like. . . a million years, and miles. . . ago -- too.

Whoosh!

नमस्ते

I Should Note That This Supremes Decision Means A LOT LESS... That Some Will Say It Does: On Securities Law Liability, For "Pure Silence"

There will doubtlessly be some commentators who will say this is a big shift in the federal securities law jurisprudence announced this morning.

It isn't. [In fact, it is not even worth naming the case. And to be clear, this is a defense Elizabeth Holmes tried to put forward -- but she had created affirmative duties to disclose for herself, when speaking to her investors, because she had previously openly lied about so many of these material matters -- like whether the device even worked. Smile.]

This new case merely holds that one may remain silent, where no special circumstances require affirmative speaking -- speaking, to make the other statements made, not misleading by omitting context.

That's all it holds. If someone buys a security without any disclosures, from someone else, without asking any questions, and without a disclosure document (in an exempt transaction, for example), there can be no 10b-5(b) liability -- due to the failure of the buyers' diligence.

Unsurprising, and that's been understood to be the well-settled law -- for at least four decades. Since I practice M&A in the life sciences, this all comes up pretty often. Now you know. Onward, into the sunshiny Friday air. Smile.

नमस्ते

The Feds Renew Their Motion To Toss Out All Of Texas's Specious Claims Before USDC Judge Moses -- In The Land Razor Wire Cases, In Del Rio...

We are nearing the end of the line for the land based razor wire cases in West Texas. This motion to dismiss was filed overnight in the trial court, but the Fifth Cir., on appeal, is awaiting an answer from Texas (also by tonight) -- as to why the below pull quote DOES NOT definitively bounce Gov. Abbott and AG Paxton out on their ears. [Hint: it does.]

It is truly all over now, except for the caterwauling by Texas -- and the cruelty of maimed kids, near the shore on the Rio Grande, of course. Here's that cogently-argued motion to end Texas's claims:

“. . .The federal government enjoys complete sovereign immunity except as it has consented to be sued and consented to submit to liability.” In re Supreme Beef Processors, Inc., 468 F.3d 248, 255 (5th Cir. 2006) (en banc). A waiver of sovereign immunity must be “strictly construed, in terms of its scope, in favor of the sovereign.” Lane v. Pena, 518 U.S. 187, 192 (1996). Contrary to Texas’s assertion, see Compl. ¶ 22, 5 U.S.C. § 702 does not include “clear and unambiguous authorization” for state-law claims seeking equitable relief against the federal government. See PI Order at 19. Section 702 states:

“[a]n action in [federal] court. . . seeking relief other than money damages and stating a claim that an agency or an officer or employee thereof acted or failed to act in an official capacity or under color of legal authority shall not be dismissed nor relief therein be denied on the ground that it is against the United States.”

Especially when construing the provision in favor of the sovereign, the waiver of sovereign immunity properly is limited to suits arising under federal law and invoking federal-question jurisdiction under 28 U.S.C. § 1331. . . .

Congress added the waiver language in 1976, see Pub. L. No. 94-574, 90 Stat. 2721, 2721, to largely “do away with the ultra vires doctrine and other fictions surrounding sovereign immunity.” Geyen v. Marsh, 775 F.2d 1303, 1307 (5th Cir. 1985); see H.R. Rep. No. 94-1656 at 5 (1976); S. Rep. No. 94-966 at 5 (1976). . . .

In sum, Gov. Abbott and AG Paxton cannot win. This is a purely political Kabuki theater moment, unfolding in slow motion -- by Texas, but one that is maiming and killing would-be asylees, day by day. Deplorable.

नमस्ते

Tangent Alert: SBF Asks To Remain In Rather Harsh Brooklyn MDC -- During His Appeals...

Now that we all know he's been sentenced to a quarter-century... we begin to focus on WHERE he might do that time. . .

And so, a rather smallish update here -- but SBF has filed his appeal of the guilty verdicts, in the Second Circuit today. And with it, he's asked the able USDC Judge Kaplan to allow him to remain in MDC Brooklyn, to be near his lawyers, as they prepare the appeal papers.

He'll likely be granted that. . . grace.

But pretty soon (like mid-2025), he's going to be headed to a Low Security federal prison to do his full bid. That will likely be nearer Central California, and with his parents in Palo Alto -- the nearest suitable federal facility is probably FCI Mendota, not too far inland from Fresno.

But if that one is overly crowded, and Nevada doesn't want him, he might end up on Terminal Island, with Sunny Balwani -- down in the Port of Los Angeles.

I expect the living will be easier at either of those California facilities, than the relatively harsh Brooklyn one where he is now.

But at the MDC in Brooklyn, he's likely figured out how to trade Mac for things he needs -- like haircuts, snacks and instant coffee -- when he runs short, from the canteen. [And he likely gets lots of library time, while his appeal is still pending.]

We shall see -- but he will be a very gray old man, when he finally gets out now.

There is essentially zero chance he wins on appeal -- same with Sunny Balwani, and Elizabeth Holmes, in fact.

Now you know. Onward.

नमस्ते

Taking Care Of The Earth Includes Protecting All Low Earth Orbital Planes...

As we begin to think about Earth Day, we will note this story out of NASA.

Space debris has essentially enshrouded the Earth (over the 70 some years since Sputnik first flew) in a cloud of what would be, in many cases, lethal debris, some of it moving at over 10,000 mph.

The proliferation of commercial space operations, while welcome, will serve to generate new challenges, such as an operating environment more crowded with spacecraft -- and correspondingly increased debris fields. Understanding the risks and benefits associated with this growth is crucial for space sustainability.  Do read it all:

. . .To address a rapidly changing space operating environment and ensure its preservation for generations to come, NASA released the first part of its integrated Space Sustainability Strategy, on Tuesday advancing the agency’s role as a global leader on this crucial issue.

“The release of this strategy marks true progress for NASA on space sustainability,” said NASA Deputy Administrator Pam Melroy. “Space is busy – and only getting busier. If we want to make sure that critical parts of space are preserved so that our children and grandchildren can continue to use them for the benefit of humanity, the time to act is now. NASA is making sure that we’re aligning our resources to support sustainable activity for us and for all.”

For decades, NASA has served as a proactive leader for responsible and sustainable space operations. Entities across the agency develop best practices, analytic tools, and technologies widely adopted by operators around the world. The new strategy seeks to integrate those efforts through a whole-of-agency approach – allowing NASA to focus its resources on the most pressing issues. To facilitate that integration, NASA will appoint a new director of space sustainability to coordinate activities across the agency. . . .

Now you know -- onward, grinning.

नमस्ते